FOXO Technologies Inc. Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements
April 23 2024 - 5:00PM
On April 17, 2024, FOXO Technologies Inc., a Delaware
corporation(the “
Company”), received an official notice of
noncompliance (the “
NYSE American Notice”) from NYSE
Regulation (“
NYSE”) stating that the Company is not in
compliance with NYSE American continued listing standards (the
“
Filing Delinquency Notification”) due to the failure to
timely file the Company’s Annual Report on Form 10-K for the year
ended December 31, 2023 (the “
Delinquent Report”) by the
filing due date of April 16, 2024 (the “
Filing
Delinquency”).
"Due to significant changes and essential
restructuring undertaken in 2023, which has continued in 2024,
there has been a delay in filing our Form 10-K," explained Mark
White, Interim CEO of Foxo Technologies. "Despite these challenges,
we've continued to make considerable operational and financial
progress. We are fully dedicated to meeting the NYSE American's
continued listing requirements and have implemented measures to
greatly improve our financial systems and ensure the highest levels
of corporate governance. At the same time, we continue to advance a
potentially transformative transaction that we believe would drive
significant value for our shareholders. We look forward to
providing further updates on this and other positive developments
as soon as practical.”
The Company is now subject to the procedures and
requirements set forth in Section 1007 of the NYSE American Company
Guide. Within five days of the date of the Filing Delinquency
Notification, the Company was required to (a) contact the NYSE to
discuss the status of the Delinquent Report and (b) issue a press
release disclosing the occurrence of the Filing Delinquency, the
reason for the Filing Delinquency and, if known, the anticipated
date such Filing Delinquency will be cured via the filing or
refiling of the applicable report, as the case may be. The NYSE
American Notice has no immediate effect on the listing or trading
of the Company’s Class A common stock on NYSE American.
During the six-month period from the date of the
Filing Delinquency (the "Initial Cure Period"), the NYSE
will monitor the Company and the status of the Delinquent Report
and any subsequent delayed filings, including through contact with
the Company, until the Filing Delinquency is cured. If the Company
fails to cure the Filing Delinquency within the Initial Cure
Period, the NYSE may, in the NYSE’s sole discretion, allow the
Company’s securities to be traded for up to an additional six-month
period (the "Additional Cure Period") depending on the
Company’s specific circumstances. If the NYSE determines that an
Additional Cure Period is not appropriate, suspension and delisting
procedures will commence in accordance with the procedures set out
in Section 1010 of the NYSE American Company Guide. If the NYSE
determines that an Additional Cure Period of up to six months is
appropriate and the Company fails to file its Delinquent Report and
any subsequent delayed filings by the end of that period,
suspension and delisting procedures will generally commence. An
issuer is not eligible to follow the procedures outlined in Section
1009 with respect to these criteria.
Notwithstanding the foregoing, however, the NYSE
may in its sole discretion decide (i) not to afford an issuer any
Initial Cure Period or Additional Cure Period, as the case may be,
at all or (ii) at any time during the Initial Cure Period or
Additional Cure Period, to truncate the Initial Cure Period or
Additional Cure Period, as the case may be, and immediately
commence suspension and delisting procedures if the Company is
subject to delisting pursuant to any other provision of the Company
Guide, including if the NYSE believes, in the NYSE’s sole
discretion, that continued listing and trading of an issuer's
securities on the NYSE is inadvisable or unwarranted in accordance
with Sections 1001-1006 hereof.
The Company intends to regain compliance with
the NYSE American continued listing standards. There can be no
assurance that the Company will ultimately regain compliance with
all applicable NYSE American listing standards.
About FOXO Technologies Inc. (“FOXO”)
FOXO is a biotechnology company dedicated to
improving human health and longevity through the development of
cutting-edge technology and product solutions for various
industries, including life insurance. FOXO’s epigenetic technology
applies AI to DNA methylation to identify molecular biomarkers of
human health and aging. FOXO is committed to leveraging the latest
advancements in science and technology to help people live better,
longer lives. For more information about FOXO, visit
www.foxotechnologies.com.
Forward-Looking Statements
This press release contains certain
forward-looking statements for purposes of the “safe harbor”
provisions under the United States Private Securities Litigation
Reform Act of 1995. Any statements other than statements of
historical fact contained herein, including statements about the
delisting of the Warrants from NYSE American, trading of the
Warrants in the over-the-counter market, the continued listing of
the Company’s Class A common stock on NYSE American, and other
statements identified by words such as “will likely result,” “are
expected to,” “will continue,” “is anticipated,” “estimated,”
“believe,” “intend,” “plan,” “projection,” “outlook” or words of
similar meaning, but the absence of these words does not mean that
a statement is not forward-looking. Any such forward-looking
statements are based upon the current beliefs and expectations of
the Company’s management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond the
Company’s control. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to the possibility that the Plan
will not be accepted by NYSE American, the Company will be unable
to satisfy other continued listing requirements of NYSE American
for its Class A common stock to maintain the listing of the Class A
common stock on NYSE American; the risk of changes in the
competitive and highly regulated industries in which FOXO operates;
variations in operating performance across competitors or changes
in laws and regulations affecting FOXO’s business; the ability to
implement FOXO’s business plans, forecasts, and other expectations;
the ability to obtain financing; the risk that FOXO has a history
of losses and may not achieve or maintain profitability in the
future; potential inability of FOXO to establish or maintain
relationships required to advance its goals or to achieve its
commercialization and development plans; the enforceability of
FOXO’s intellectual property, including its patents and the
potential infringement on the intellectual property rights of
others; and the risk of downturns and a changing regulatory
landscape in the highly competitive biotechnology industry or in
the markets or industries in which FOXO operates, including the
highly regulated insurance industry. The foregoing list of factors
is not exhaustive. Readers should carefully consider the foregoing
factors and the other risks and uncertainties discussed in FOXO’s
most recent reports on Forms 10-K and 10-Q, particularly the “Risk
Factors” sections of those reports, and in other documents FOXO has
filed, or will file, with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and FOXO assumes no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contact:Crescendo Communications,
LLC(212) 671-1020foxo@crescendo-ir.com
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